AGREEMENT AND PLAN OF MERGER among ACCURAY INCORPORATED JAGUAR ACQUISITION, INC. and TOMOTHERAPY INCORPORATED Dated as of March 6, 2011Agreement and Plan of Merger • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 6, 2011, among Accuray Incorporated, a Delaware corporation (“Parent”), Jaguar Acquisition, Inc., a Wisconsin corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and TomoTherapy Incorporated, a Wisconsin corporation (the “Company”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Non CEO)Employment Agreement • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin
This Second Amendment to Employment Agreement is executed as of March 6, 2011, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Brenda S. Furlow, an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008, which was amended by the First Amendment effective July 1, 2009 (the “Agreement”).
SUPPORT AGREEMENTSupport Agreement • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Delaware
This SUPPORT AGREEMENT, dated as of March 6, 2011 (this “Agreement”), is made among Accuray Incorporated, a Delaware corporation (“Parent”), and the shareholders of TomoTherapy Incorporated, a Wisconsin corporation (the “Company”). listed on the signature pages hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
